Terms of Use

1.Definitions

The following terms shall have the meanings provided below: “Administrator Account” means the account you create with the ID, email address, password, access URL, and other information required for the Customer to apply for a service, enter into, renew or terminate the service agreement with Toyokumo.
“Customer” means you who entered into this Agreement with Toyokumo.
“Kintone ” means cloud computing services provided by Kintone Corporation.
“User” means any individual who is registered or granted as a user by Customer for use or trial use of Toyokumo service, regardless of whether it is paid or free of charge.
“Service Account ” means the account you create with the ID, email address, password, access URL, and other information required for the user to access Toyokumo services.
“Service Systems” means systems, data servers and any other telecommunication equipment installed by Toyokumo Corporation to provide Toyokumo services.

2. Registration

1. 2.1When you make registration to start using Toyokumo services, you will be asked to provide us the Customer's name, address, contact person, contact information and other information for our identification purposes (collectively, “Customer Information”) directly or via the distributers. You may also be asked to provide us with documents evidencing the information provided is true and accurate.
2. 2.2Your registration may be subject to our further examination process in which we may choose not to accept your registration. We reserve the right whether to accept your registration and may refuse it or later terminate the agreement if we at our sole discretion determine any of the following items can be found:
   1. the registration has been made with false information;
   2. you failed or are likely to fail to perform any contractual obligations under any agreements of services of us or its affiliates;
   3. there is a reasonable doubt about continuous provision of Toyokumo services; or
   4. it may cause significant interference with our business operations.
3. 2.3Any registration and any other procedures taken via your Administrator Account or anything we confirmed via the e-mail address which is registered at the Administrator Account shall be deemed proceeded and confirmation by the Customer itself.

3. Trial Use

1. 3.1You may use Toyokumo services on a trial basis in a manner and for a period which will be designated or instructed by us.
2. 3.2If you continue using Toyokumo services after such trial period, you must make registration to begin a paid subscription of Toyokumo services and may need to enter into an agreement with us or distributer on use of Toyokumo services. Under no other circumstances, will you be allowed to use Toyokumo services after the trial period.
3. 3.3If you make registration for a paid subscription of Toyokumo services, you must follow the procedures provided by us.

4. Trial Use of Beta Version

1. 4.1You may be offered trial use of Beta Versions of Toyokumo services only for the purposes of evaluating it and considering your purchase thereof. “Beta Versions” shall mean a version of applications and user environment for trial use for the purpose of evaluating new functions of Toyokumo services before their official release, whether or not it is actually called a “beta version”. Additional terms and conditions for trial use of Beta Versions may apply.
2. 4.2We do not guarantee that specifications and functions of an official version will be equivalent with any of its relevant beta versions. we do not guarantee that the data you stored in a beta version will still remain stored and available at its relevant official version without any problems, nor do we give any advice or support regarding such seamless transition. we do not give any advice or support even when there are inquiries regarding functions, failure or other problems regarding a Beta Version.

5. Details of Toyokumo services / Region

1. 5.1The service details of a paid subscription of Toyokumo services and additional Optional Service(s) shall be as described in our website and/or in each Order Form.
2. 5.2Toyokumo services are provided at locations with Toyokumo Products Partners listed on the sites.

6. Subscription period

1. 6.1You shall use Toyokumo services on an annual basis. The subscription period shall be one year from the first day of the calendar month immediately following your conclusion of this Agreement. Unless otherwise provided herein, early termination of this Agreement is not permitted during a subscription period.
2. 6.2For the use of Toyokumo services on less than annual basis, you shall contact your distributor.

7. Fees

1. 7.1Our pricing of paid subscription fees is set based on such as the grade of subscription and the number of Users. For more information on subscription fees, please refer to your distributor. We may change our pricing of paid subscription fees with prior notice to Customers via the notification method as set forth by us and it shall be deemed that you have agreed with the change if you continue to use the Toyokumo services even after such notice. The abovementioned fees do not include any communication costs, packet fees or other communications expenses payable to the carrier in connection with the services, which shall be paid by you.
2. 7.2Even where special campaign price is applicable at the start of a subscription, it will cease to apply after the expiry of the applicable period of such campaign or after you lose eligibility for such special campaign.
3. 7.3You shall pay your distributer all relevant fees and tax and other public charges by the due date individually determined based on the duration of each subscription period.
4. 7.4Unless otherwise provided herein, fees are not refunded in any case.

8. Upgrading, Renewing and Terminating Subscriptions

1. 8.1You may upgrade the Annual subscription of Toyokumo services with a prior notice in a form we designate. The revised subscription service on changed content will be applied by paying the difference between the new grade and the old grade according to the number of months from the month following the month when the notice to upgrade the subscription shall be delivered to us until the end of the service period.
2. 8.2You may renew the Annual subscription with a prior notice in a form we designate. The renewal notice shall be delivered to us five (5) business days before the end of the expiration date. If you do not renew the Annual subscription, the Annual subscription shall be terminated automatically.
3. 8.3If you terminate the subscription service, we will permanently delete the Stored Data (defined in Term 12.1) and will not restore it.

9. Change of Customer Information

1. 9.1If any changes occur to the Customer Information, you shall promptly update the Customer Information details in the prescribed way.
2. 9.2When you update the Customer Information pursuant to Term 9.1 above, all communications, notices, claims and demands from us to you shall be thereafter transmitted or sent to such address so updated. If any Customer Information is changed but you fail to update it, we shall not be liable for any damages incurred by you, Users or a third party as a result of our communications, giving notice, making claims and demands to or otherwise contacting the then most-updated address, or otherwise failing to reach you.

10. Use of Customer Information

1. 10.1Unless otherwise provided herein, we shall not use Customer Information for any purposes other than those provided in Term 10.2, shall not allow any third party (other than our affiliates) to use it and shall not disclose or leak it to any third party (other than our affiliates) without your written consent.
2. 10.2We will use Customer Information for the purpose of:
   1. providing, managing and operating Toyokumo services;
   2. contacting you as necessary in relation to your use of Toyokumo services;
   3. sending advertisements such as notifications on campaigns and surveys, or any other notifications on products or services (only if you previously agree in writing to receive such notifications); and
   4. sending a free gift as part of a campaign or survey.
3. 10.3If we cannot reach you using the Customer Information or when we deliver an urgent or important information to you, we may, at our sole discretion, send such information to you using a notification function of Toyokumo services. if we fail to reach you even in such manner, we shall not be responsible for not reaching you.
4. 10.4Notwithstanding the foregoing, we may disclose Customer Information (including personal information included therein) to a third party in the following cases:
   1. where Toyokumo services includes any service provided by a third party developer in connection with Toyokumo services, Customer Information may be disclosed to such third party developer in order to examine or reply to the inquiries from you in relation to such service;
   2. where you make registration for such service provided by such a third party developer in connection with Toyokumo services, we may disclose Customer Information to such a third party developer as necessary for it to examine such registration; and
   3. where, we deem at our sole discretion, there is a compelling reason to disclose it (including but not limited to where law enforcement authorities require us to disclose it in accordance with applicable laws and regulations; where such disclosure is required in connection with legal proceedings; or where it is necessary in order to protect the rights of us, third party developers of services in connection with Toyokumo services, other customers or third parties.)
   4. sending a free gift as part of a campaign or survey.
5. 10.5In addition to the above, the handling of personal information included in the Customer Information shall be subject to the terms of our Privacy Policy.

11. Maintenance of Settings

You must maintain settings and usage environment of your telecommunication equipment and other hardware devices in line with our technical standards and conditions designated for Toyokumo services. Such settings and maintenance must be made at your responsibility and expense.

12. Handling of Stored Data

1. 12.1All data and information you store at your (or your Users') initiative via Toyokum services (the “Stored Data”) shall be managed by yourself. Unless permitted by you in accordance with these Terms of Use, you retain all right, title and interest in and to all Stored Data and we shall not acquire any rights related to the Stored Data. You shall use Toyokumo services to export and store any data as you want at anytime throughout the term of this Agreement.
2. 12.2We may, at our sole discretion, backup the Stored Data without obtaining your consent in order to assist you to restore data in case of server breakdown or suspension.
3. 12.3After termination of this Agreement, the Stored Data will be deleted upon the expiry of the retention period we separately determine. We shall not be liable for any damages incurred by you or a third party in relation to the storage, deletion or backup of the Stored Data after the expiry of the retention period.
4. 12.4We shall not access the Stored Data unless we determine it necessary for the purpose of:
   1. operating Toyokumo services safely;
   2. preventing system errors or other problems with Toyokumo services; or
   3. resolving support issues when you request our support in relation to your use of Toyokumo services.
5. 12.5In the case of trial use of Toyokumo services (including trial use of Beta Versions), we may delete a part of the Stored Data without obtaining your consent for the improvement of Toyokumo services.
6. 12.6We shall not disclose any of the Stored Data without obtaining your consent; provided, however, that we may disclose all or a part of the Stored Data without obtaining your consent when it is required by the laws and regulations (including where law enforcement authorities require us to disclose it in accordance with applicable laws and regulations).

13. Service Account Information

1. 13.1You shall, at your responsibility, strictly keep, and make the Users keep, the Service Account Information secret and shall never disclose it to any third party.
2. 13.2We may, at our sole discretion, backup the Stored Data without obtaining your consent in order to assist you to restore data in case of server breakdown or suspension.
3. 13.3If all or a part of the details of the Service Account Information become, or are reasonably considered to have become known to any third party, you shall immediately report it to us. We will make efforts to swiftly suspend such Service Account. After confirming that these measures have been taken appropriately, we will take procedures to issue renewed Service Account Information.
4. 13.4We shall not be liable for any direct, indirect or other damages arising from such mismanagement, leakage or disclosure of such Service Account Information.

14. Suspension of services

1. 14.1Regular maintenance will be held if necessary. During such regular maintenance, the system may be temporarily suspended or unavailable. The maintenance schedule will be announced on Toyokumo services' website at least 24 hours in advance.
2. 14.2Notwithstanding Term 14.1, we may suspend provision of Toyokumo services without prior notice if:
   1. it is necessary for maintenance of Toyokumo services, systems and equipment thereof, or for maintenance of telecommunications equipment or when an unavoidable failure of the foregoing occurs;
   2. we determine at our sole discretion that it has become difficult to provide normal course of services due to significant burden or damage to Toyokumo services;
   3. we become aware that provision of Toyokumo services may cause significant damage to Customers or third parties due to falsification of data or hacking or the like;
   4. it becomes difficult to provide Toyokumo services due to discontinuation or suspension of telecommunication services by domestic or overseas telecommunications carriers, power supply services by electric power companies or any other public service;
   5. an emergency occurs or is likely to occur due to earthquake, tsunami, typhoon, lightening or any other act of God, war, civil war, enactment of new laws or abolition of laws or any other force majeure event; or
   6. we otherwise determine that it is highly necessary to suspend provision of Toyokumo services.
3. 14.3We will not accept any request to suspend Toyokumo services from you or any third party as a general rule.
4. 14.4We shall not be liable for any damages incurred by you or a third party as a result of suspension of or omission of suspension of Toyokumo services.

15. Discontinuation of services

We may at our sole discretion entirely discontinue Toyokumo services provided under this Agreement. In such case, we will notify you in the Toyokumo product notifications in the Toyokumo homepage or provide you with notice via such means as e-mail at least three (3) months prior to the scheduled date of discontinuation and shall refund from us or your distributer the prorated portion of any fees paid in advance for the discontinued services.

16. Restricted and Prohibited Acts

1. 16.1When using Toyokumo services, you shall not:
   1. unless otherwise consented by us, license or grant the right to use Kintone to a third party;
   2. reproduce, distribute and loan the Service Account to any person other than the Users or transmit the same to, or lease or create security interest over it for the benefit of any third party;
   3. reproduce, modify, distribute, publicly transmit or make public any documents or programs related to Toyokumo services beyond the scope of your permitted use of it;
   4. modify, translate, change, alter or reverse-engineer any documents or programs related to Toyokumo services;
   5. produce or distribute any derivative services of Toyokumo services without our permission;
   6. infringe any intellectual property rights of us, our affiliated companies, third party developers of Toyokumo services, other Customers or any other third parties;
   7. damage properties or reputation of us, our affiliated companies, third party developers of Toyokumo services, other Customers or any other third parties, or infringe privacy rights, image rights or any other rights of the foregoing;
   8. do anything that causes or is likely to cause detriment or damage to us or any third party;
   9. do anything that is offensive to the public order and morals;
   10. commit criminal act or any other act violating laws, or do anything that assists or is likely to assist the foregoing;
   11. do phishing, faking the website of us, our affiliated companies, any third party developers of Toyokumo services, other Customers or any other third parties;
   12. store or provide data containing harmful programs or information;
   13. transmit information in large volume using the telecommunication function contained in Toyokumo services, or send e-mails to indefinite number of people or transmit e-mails to a recipient who has not approved it in advance;
   14. disclose without our prior written approval any vulnerability you may find or come to know in Toyokumo services;
   15. do what prevents or is likely to prevent operation of our business and provision of services;
   16. do what is or is likely to be detrimental to reputation of Toyokumo services and other services provided by us; or
   17. do any other act which we reasonably consider inappropriate.
2. 16.2If your use of Toyokumo services or the Service Account results in any of the restrictions and prohibitions listed in Term 16.1, we may suspend provision of Toyokumo services or use of the Service Account, or take such other measures as we may consider necessary.
3. 16.3We shall not be liable for any direct, indirect or other damages arising as a result of the suspension measures taken in accordance with this Term 16.2.

17. Service Warranty

1. 17.1Except as otherwise set forth herein (including but not limited to Terms 14 and 16.2), when providing Toyokumo services, we hereby warrant to Customers that we will not suspend our Toyokumo services (for the avoidance of doubt, excluding third party applications and services) for consecutive 24 hours or longer due to system errors in the Service System. If you request, we will, upon our confirmation of a violation of this warranty, take one of the following measures:
   1. reduce the subscription fee from and after the month in which such violation occurs;
   2. extend the subscription period; or
   3. refund all or part of the subscription fees for the month in which such violation occurs; provided however that we reserve the right to choose which measure to be taken.
2. 17.2Notwithstanding the preceding Terms 17.1, the warranty shall not apply if:
   1. the services you use are a trial version or Beta Versions of Toyokumo service;
   2. the services are suspended due to a system, internet, telecommunication equipment or devices (other than the Service Systems); or
   3. the services are suspended for any reason not attributable to us.
3. 17.3Any claim based on Term 17.1 shall be delivered to us within sixty (60) days from the day on which such violation occurs. You must provide us with documents evidencing (a) payment of subscription fees and (b) details and date of occurrence of such violation.
4. 17.4Except as otherwise expressly provided in these Terms of Use, you hereby confirm and agree that:
   1. the warranty under this Term 17.1 above is the sole warranty in relation to the use of Toyokumo service and that any other risks shall be borne solely by you;
   2. we shall not warrant that Toyokumo services (a) satisfy and suit your needs, (b) operate uninterrupted or (c) are free of any kind of errors (such as software bugs, architectural errors or otherwise) and that such errors will be fixed;
   3. any information or advice of us verbally or in writing shall not be deemed as a new warranty nor any expansion of the scope of the warranty under this Term 17;
   4. we may change or discontinue any services incidental to Toyokumo services without your prior permission; and
   5. we do not guarantee the then current user environment offered at Toyokumo services at the start of your use of it will remain for your future use.

18. Disclaimer

Your use of Toyokumo services is at your sole risk. Toyokumo services are provided on an “as is” and “as available” basis. we disclaim any warranties, whether express or implied, of merchantability, fitness for a particular purpose and non-infringement. we make no warranties that Toyokumo services will be uninterrupted, timely, secure, or error free and that any customer's and third-party's contents (in whatever form including but not limited to data, text, audio, video or images) stored in Toyokumo services, will be secure or not otherwise lost or damaged. no advice or information, whether oral or written, you obtain from us or through or from the Kintone services shall create any warranty not expressly stated in the Terms of Use.

19. Limitation on Liability

1. 19.1The maximum aggregate liability that we may have in relation to Toyokumo services and its related services shall not exceed the amount equal to one month subscription fee for the month in which you incur damages. in no way shall we be liable for any indirect, contingent, special, incidental, consequential, punitive or exemplary damages incurred by you or any other third party arising from the use or inability to use of Toyokumo services or other services via Toyokumo services, including loss of commercial value/profits, interruption of business, damages due to computer breakdown, access delays or errors and any other commercial damages and losses, whether it be due to illegal conduct or under a contract or any other legal basis. the same shall apply where we have been informed of a possibility of occurrence of such damages in advance or where such damages have been caused by any event which shall be attributable to any third party. if you use a trial version or beta version of Toyokumo services or its related services, then regardless of whether such damages have been caused by an event attributable to us or not, neither we nor a supplier of Toyokumo services shall be liable therefor.
2. 19.2If you cause any damages to us or any third party through the use of Toyokumo services, you shall indemnify those damages at its own expense and responsibility, and may not seek any indemnification from us. you agree to indemnify, defend and hold harmless Toyokumo and its directors, officers, employees, agents, consultants, distributors, sublicensees and third party suppliers (in their capacities as such) from and against any actions or damages, and you shall pay all liabilities, to the extent arising out of or related to: (1) your breach or alleged breach of a representation, warranty or covenant in this agreement; (2) any interaction between you and any third party; (3) any violations or alleged violations by you of u.s. customs or import laws, or u.s. export control laws or the applicable customs, import, or export control laws and regulations of any other country; or (4) your failure to comply with any applicable laws and regulations or to obtain any licenses or approvals necessary to use Toyokumo services.
3. 19.3If any dispute arises between you and a third party in relation to the use of Toyokumo services, you shall resolve such dispute at its own responsibility and may not request for arbitration, inquiries or otherwise to us. further, in relation to such dispute, if we incur liability against such third party or any other damages (including legal fees) due to your willful misconduct or gross negligence, we may claim indemnification on the amount of such damages against you.

20. Intellectual Property Rights

Intellectual property rights and any other rights and titles in all programs, software, services, procedures, instruments, materials, documents, trademarks and trade names constituting Toyokumo services, (the “Intellectual Property Rights”) shall belong to us and/or the suppliers thereof.

21. Termination

1. 21.1We may terminate this Agreement with prior notice if:
   1. you breach or violate any one of the terms or conditions of these Terms of Use;
   2. you have made any false representation or omission of any matter in the application form;
   3. you cause interference with our business or Service System or do what is likely to cause such interference;
   4. there is a reasonable doubt, at our sole determination, over your capacity to meet your payment obligations; or
   5. you cannot be reached by us by telephone, FAX or e-mail for more than thirty (30) consecutive days.
2. 21.2We may immediately terminate this Agreement without prior notice if you filed or were filed a bankruptcy and any other proceedings due to insolvency under Japanese Bankruptcy Act, Japanese Civil Rehabilitation Act, the United States Federal Bankruptcy Code or any other equivalent laws and regulations in any country
3. 21.3If this Agreement is terminated, Toyokumo Service shall no longer be available thereafter. If we request you to return or delete the Service Account you must follow such request. Any data, files and other information stored at Toyokumo Service shall no longer be available for use, access or otherwise thereafter.

22. No Assignment

You shall not assign, loan, lease, pledge or otherwise create any security interests in your rights regarding your use of Toyokumo services or other rights under this Agreement.

23. Engagement of Third Party Provider

We may engage a third party to provide all or part of its duties related to the provision of Toyokumo services without your approval.

24. Governing Law and Arbitration

25. Modification of Terms of Use

We may at our sole and absolute discretion, modify these Terms or change, or discontinue a part of, Toyokumo services from time to time. We will post notice of changes of these Terms on our website; provided however that where a modification is significant as determined solely by us, we will provide you with notification within the Toyokumo services or provide notice via such means as e-mail. If you object to any such modifications, your sole recourse shall be to cease using Toyokumo services. Continued use of Toyokumo services shall indicate your acknowledgement of such changes and agreement to be bound by the modified Terms of Use.

26. Publicity

1. 26.1The Customer agrees to the display of its name, mark, and logo on or in connection with Toyokumo services for the purpose of indicating to the public that Customer is a customer of Toyokumo Corporation, but not for the purpose of suggesting endorsement by the Customer of Toyokumo services, Toyokumo Corporation or its products and services.
2. 26.2The Customer may request that we cease use of the Customer's name, mark, and logo upon request to Toyokumo Corporation via email at 【sales@toyokumo.co.jp】.

27. Exclusion of Anti Social Forces

1. 27.1"Anti Social Forces" means:
   1. an organized crime group, a member of an organized crime group, a related company or association of an organized crime group, and any other equivalent person of the foregoing; or
   2. a person who themselves or through the use of third parties engages in a demand with violence, an unreasonable demand beyond its legal entitlement, use of intimidating words or actions, damages the reputation or credibility or obstructs the business of the other party by spreading false rumors or by the use of fraudulent, or any other equivalent actions of the foregoing.
2. 27.2Each party represents and warrants that it is not and will not be:
   1. the Anti Social Forces;
   2. a person or an entity having such relationship with the Anti Social Forces where the Anti Social Forces have substantial involvement in the party’s management;
   3. a person or an entity having such relationship with the Anti Social Forces where the party relies on the Anti Social Forces;
   4. a person or an entity who cooperates or is involved with the maintenance or operation of any Anti Social Forces by providing funding to any Anti Social Forces or by engaging in any similar act; or
   5. a person or an entity who is engaged in socially condemnable relationship with the Anti Social Forces.
3. 27.3If a party breaches the representations and warranties in Term 27.2, the other party shall be entitled to terminate this Agreement and request for the damages against the breaching party without any notice, any and all obligations of the breaching party owed to the other party shall become due and payable and the breaching party shall immediately perform such obligations,.

28. Miscellaneous Provisions

1. 28.1In relation to the use of Toyokumo services, even if any terms and conditions different from these Terms of Use are presented to you, these Terms of Use shall prevail over them regarding your use of Toyokumo services. These Terms of Use shall be the sole agreement between you and us except for Order Forms in relation to your use of Toyokumo services and may be amended only in accordance with these Terms of Use.
2. 28.2If any provision of these Terms of Use is held to be invalid or unenforceable by the court or other tribunal of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions of these Terms of Use shall continue in full force and effect. In such case, we will take steps for the amendment of such invalid or unenforceable provision to the extent possible.
3. 28.3If you are a company or a legal entity (not a natural person), we may disclose your name as an entity using Toyokumo services, unless you request otherwise.
4. 28.4Should you find any vulnerability in Toyokumo services, we would highly recommend you to inform us of it.
5. 28.5Any provisions of this Agreement that by nature survive the termination or expiration of this Agreement shall survive thereafter.